Authorisations

2016 Authorisation to acquire own shares

The General Meeting approved the Board’s proposal for its authorisation to decide on the acquisition of a maximum of 1,000,000 own B shares of the Company. B shares are acquired with the Company's distributable unrestricted equity, not in proportion to the shareholdings of shareholders, at the market price quoted in public trading organised by Nasdaq Helsinki Ltd ("the exchange") at the date of acquisition. The shares are acquired and paid in accordance with the rules of the exchange. The acquisition of own shares reduces the amount of the Company's distributable unrestricted equity.

B shares are acquired for use in the development of the Company's capital structure, to finance possible acquisitions, capital expenditure and/or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.

The Board of Directors makes decisions concerning any other issues related to the acquisition of own B shares. The authorisation was valid until 30 September 2017.

 

2016 Share issue authorisation

Kesko’s Annual General Meeting held on 4 April 2016 authorised the Company’s Board to make decisions concerning the transfer of a total maximum of 1,000,000 own B shares held by the Company in treasury. Own B shares held by the Company in treasury can be issued for subscription by shareholders in a directed issue in proportion to their existing holdings of the Company shares, regardless of whether they own A or B shares. The shares can also be issued in a directed issue, departing from the shareholder's pre-emptive right, for a weighty financial reason of the Company, such as using the shares to develop the Company's capital structure, to finance possible acquisitions, capital expenditure or other arrangements within the scope of the Company's business operations, and to implement the Company's commitment and incentive scheme.

Own B shares held by the Company in treasury can be transferred either against or without payment. According to the Finnish Limited Liability Companies' Act, a directed share issue can only be without payment, if the Company, taking into account the best interests of all of its shareholders, has a particularly weighty financial reason for it.

The authorisation also includes the Board's authorisation to make decisions on other matters concerning share issues. The amount possibly paid for the Company’s own shares is recorded in the reserve of unrestricted equity.

The authorisation is valid until 30 June 2020.

 

Share issue authorisation 2015

Kesko's Annual General Meeting held on 13 April 2015 authorised the company Board to make decisions concerning the issuance of a total maximum of 20,000,000 new B shares. The shares can be issued for subscription by shareholders in a directed issue in proportion to their existing shareholdings regardless of whether they consist of A or B shares. Deviating from the shareholder's pre-emptive right, the shares can also be issued in a directed issue, if there is a weighty financial reason for the company, such as using the shares to develop the company's capital structure, and financing possible acquisitions, investments or other arrangements within the scope of the company's business operations.

The shares can only be issued against payment.

The authorisation also includes the Board's authority to decide on the share subscription price, the right to issue shares against non-cash consideration and the right to make decisions on other matters concerning share issuances. The possible share subscription price is recognised in the reserve of invested non-restricted equity.

The authorisation will be valid until 30 June 2018.
 

 
The Board of Directors has no other valid authorisations to issue shares, to increase share capital, or to acquire or transfer treasury shares.

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